Exhibit (l)

          [Skadden, Arps, Slate, Meagher & Flom (Illinois) letterhead]

                                October 27, 2000

Van Kampen High Yield & Total Return Fund
1 Parkview Plaza
Oakbrook Terrace, Illinois 60181-5555

Van Kampen High Income Corporate Bond Fund
1 Parkview Plaza
Oakbrook Terrace, Illinois 60181-5555

Ladies and Gentlemen:

          We have acted as counsel to Van Kampen High Yield & Total Return Fund
(the "Target Fund"), a series of Van Kampen Series Fund, Inc. (the "Series
Fund"), an open-end management investment company organized as a Maryland
corporation, in connection with the acquisition (the "Acquisition") by Van
Kampen High Income Corporate Bond Fund (the "Acquiring Fund"), an open-end
management investment company organized as a Delaware business trust, of all of
the assets of the Target Fund in exchange solely for full and fractional Class
A, B and C Shares of beneficial interest of the Acquiring Fund and the
assumption by the Acquiring Fund of the liabilities of the Target Fund and the
subsequent liquidation of the Target Fund pursuant to the Agreement and Plan of
Reorganization, dated October 27, 2000, between the Series Fund, on behalf of
the Target Fund, and the Acquiring Fund (the "Agreement"). You have requested
our opinion regarding whether the Acquisition will be treated for United States
federal income tax purposes as a reorganization qualifying under Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Unless otherwise
defined, capitalized terms used in this opinion have the meanings assigned to
them in the Agreement.

          In connection with our opinion, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the Agreement, the
Registration Statement and the Prospectus/Proxy Statement (prepared with respect
to the Acquisition) (the "Joint Proxy/Prospectus") and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinion set forth below. We have assumed that the Acquisition will be
consummated in accordance with the Agreement, the Joint Proxy/Prospectus and
such other documents, certificates and records and that statements as to factual
matters contained in such documents are correct and will continue to be correct
through the Closing Date. In rendering our opinion, we have also relied upon
statements and representations of officers and other representatives of the
Target Fund and the Acquiring Fund and have assumed that such statements and
representations are correct and will continue to be correct through the Closing
Date without regard to any qualification as to knowledge or belief.

          For purposes of our opinion, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents.

          In rendering our opinion, we have relied on the Code, Treasury
Regulations, judicial authorities, published positions of the Internal Revenue
Service and such other authorities as we have considered relevant, all as in
effect as of the date of this opinion and all of which are subject to differing
interpretations or change at any time (possibly with retroactive effect). A
change in the authorities upon which our opinion is based could affect our
conclusions.

          On the basis of and subject to the foregoing, we are of the opinion
that, for United States federal income tax purposes, the Acquisition will be
treated as a reorganization within the meaning of Section 368(a) of the Code.

          Except as set forth above, we express no other opinion. This opinion
is expressed as of the date hereof, and we disclaim any undertaking to advise
you of any subsequent changes of the matters stated or assumed herein or any
subsequent changes in applicable law. This opinion is for your benefit and is
not to be used, circulated, quoted or otherwise referred to for any purpose.

                          Very truly yours,


                          /s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)